SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ . Commission file number: 001-15777 Unitrend, Inc. (Exact name of registrant as specified in its charter) Nevada 34-1904923 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 4665 West Bancroft St. Toledo, Ohio 43615 (Address of principal executive offices, including zip code) (419) 536-2090 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Number of shares of registrant's common stock outstanding as of September 30, 2003: 70,371,770 UNITREND, INC. FORM 10-QSB QUARTER ENDED SEPTEMBER 30, 2003 Table of Contents PART I FINANCIAL INFORMATION Page Item 1. Condensed Financial Statements Condensed Balance Sheets at September 30, 2003 and December 31, 2002............................................................ 3 Condensed Statements of Operations for the three and nine months ended September 30, 2003, 2002 and for the period from September 27, 1994 (date of inception) to September 30, 2003.............. 4 Condensed Statements of Cash Flows for the nine months ended September 30, 2003, 2002 and for the period from September 27, 1994 (date of inception) to September 30, 2003.................. 5 Statements of Stockholders' Equity for the nine months ended September 30, 2003 and for the years ended December 31, 2002, 2001, and 2000.................................................. 6 Notes to Condensed Financial Statements......................... 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................... 8-10 PART II OTHER INFORMATION Item 1. Legal Proceedings............................................... 10 Item 2. Changes In Securities And Use Of Proceeds....................... 11 Item 3. Defaults Upon Senior Securities................................. 11 Item 4. Submission Of Matters To A Vote Of Security Holders............. 11 Item 5. Other Information............................................... 11 Item 6. Exhibit......................................................... 11 Signatures...................................................... 11 This quarterly report on Form 10-QSB is for the three and nine months ended September 30, 2003. This quarterly report modifies and supersedes documents filed prior to this quarterly report. The Securities and Exchange Commission (SEC) allows us to "incorporate by reference" information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this quarterly report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this quarterly report. In this quarterly report, "Unitrend," "we," "us" and "our" refer to Unitrend, Inc. You should carefully review the information contained in this quarterly report and in other reports or documents that we file from time to time with the SEC. In this quarterly report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "expects" "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks outlined below. Those factors may cause our actual results to differ materially from any of our forward-looking statements. Part I. Financial Information Item I. Condensed Financial Statements UNITREND, INC. (A Development Stage Company) BALANCE SHEETS ASSETS (unaudited) (unaudited) September 30, 2003 2002 ---------------- ---------------- CURRENT ASSETS Cash $ 646 $ 52 ---------------- ---------------- PROPERTY AND EQUIPMENT, at cost Land 67,485 67,485 Building and improvements 351,168 351,168 Furniture and fixtures 65,266 65,266 Computer equipment 151,055 151,055 Computer software 46,719 46,719 Automobiles 15,937 15,937 Tooling and dies under construction 1,500,985 1,469,429 ---------------- ---------------- 2,198,616 2,167,059 Less accumulated depreciation (289,177) (273,925) ---------------- ---------------- Net property and equipment 1,909,439 1,893,134 ---------------- ---------------- OTHER ASSETS Patent licensing costs, net of accumulated amortization 23,356 24,942 Loan costs, net of accumulated amortization - 545 ---------------- ---------------- Total other assets 23,356 25,487 ---------------- ---------------- TOTAL ASSETS $ 1,933,441 $ 1,918,673 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITES Accounts payable $ 646,260 $ 624,954 Current portion of note payable 190,163 211,313 Accrued expenses 1,408,728 1,314,288 ---------------- ---------------- Total current liabilities 2,245,152 2,150,555 ---------------- ---------------- NOTES PAYABLE - RELATED PARTIES 297,723 99,145 ---------------- ---------------- STOCKHOLDERS' EQUITY Common stock, no par value 3,795,598 3,795,598 Additional paid-in capital 8,023,695 8,023,695 Deficit accumulated in the development stage (12,428,727) (12,150,321) ---------------- ---------------- Total stockholders' equity (609,434) (331,028) ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,933,441 $ 1,918,673 ================ ================ UNITREND, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) September 27, 1994 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended (Date of Inception) Sept 30, 2003 Sept 30, 2002 Sept 30, 2003 Sept 30, 2002 to Sept 30, 2003 ---------------- ---------------- ---------------- ---------------- ---------------- Sales $ - $ - $ - $ - $ 603 Research and development expenses (12,258) - (36,258) - (566,201) Selling, general and administrative expenses (83,540) (50,800) (213,208) (151,905) (11,526,477) ---------------- ---------------- ---------------- ---------------- ---------------- Operating loss (95,798) (50,800) (249,466) (151,905) (12,092,075) Interest income - - - - 1,546 Interest expense (10,278) (7,593) (28,940) (18,360) (314,230) ---------------- ---------------- ---------------- ---------------- ---------------- Net loss before cumulative effect of change in accounting principle (106,076) (58,393) (278,406) (170,265) (12,404,759) Cumulative effect of change in accounting principle - - - - (23,968) ---------------- ---------------- ---------------- ---------------- ---------------- Net loss $ (106,076) $ (58,393) $ (278,406) $ (170,265) $ (12,428,727) ================ ================ ================ ================ ================ Basic and diluted loss per share: Before cumulative effect of change in accounting principle $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.18) Cumulative effect of change in accounting principle - - - - - ---------------- ---------------- ---------------- ---------------- ---------------- Net loss $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.18) ================ ================ ================ ================ ================ Weighted average shares outstanding used to compute basic and diluted loss per share 70,371,770 70,371,770 70,371,770 70,333,396 67,926,782 ================ ================ ================ ================ ================ UNITREND, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (unaudited) (unaudited) (unaudited) September 27, 1994 Nine Months Ended Nine Months Ended (Date Of Inception) Sept 30, 2003 Sept 30, 2002 to Sept 30, 2003 ---------------- ---------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (278,406) $ (170,265) $ (12,428,727) ---------------- ---------------- ---------------- Adjustments to reconcile net loss to net cash used in operating activities: Change in accounting principle - - 23,968 Options issued for services - - 5,326,989 Depreciation & amortization 17,383 21,618 328,764 Loss on disposal of property and equipment - - 12,893 Bad debt - - 42,157 Accrued interest income - - (3,091) Common stock issued for services - - 10,000 Increase in operating liabilities: Accounts payable 21,306 80,747 646,260 Accrued expenses 94,440 7,437 1,478,670 ---------------- ---------------- ---------------- Total adjustments 133,129 109,802 7,866,610 ---------------- ---------------- ---------------- Net cash used in operating activities (145,277) (60,463) (4,562,117) ---------------- ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES Payment for patent licensing costs - - (31,723) Purchase of property and equipment (31,556) - (2,242,020) Proceeds from sale of property and equipment - - 10,941 Loans to related parties - - (18,191) Loans to other entities - - (23,916) Repayment from employee - - 3,041 Payment of organizational cost - - (30,168) ---------------- ---------------- ---------------- Net cash provided by (used in ) investing activities (31,556) - (2,332,036) ---------------- ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES Payment of loan costs - - (5,448) Loans from stockholder 198,577 71,538 2,957,671 Proceeds from note payable - - 290,000 Payment on note payable (21,150) (11,277) (99,837) Proceeds from sale of common stock and exercise of stock options - - 2,619,563 Payments for stock recissions - - (134,170) Sale of stock subject to recission for cash - - 1,267,020 ---------------- ---------------- ---------------- Net cash provided by financing activities 177,427 60,261 6,894,799 ---------------- ---------------- ---------------- Net increase (decrease) in cash 594 (202) 646 Cash - beginning of period 52 235 - ---------------- ---------------- ---------------- Cash - end of period $ 646 $ 33 $ 646 ================ ================ ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period Interest $ 16,975 $ 10,922 $ 158,790 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: The President/Majority Stockholder exercised 476,190 options to purchase stock, during the period ended March 31, 2002, at a price of $0.50 per share by forgiving debt of $238,095. UNITREND, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) For the Nine Months Ended September 30, 2003 And For the Years Ended December 31, 2002, 2001 and 2000 (unaudited) Deficit Accumulated Common Stock Additional During the ---------------- Paid-in Development Shares Amount Capital Stage Total ---------- ---------- ---------- ------------- ---------- BALANCE - DECEMBER 31, 2000 69,895,580 3,557,503 8,023,695 (10,667,395) 913,803 Net loss - 2001 - - - (431,989) (431,989) ---------- ---------- ---------- ------------- ----------- BALANCE - DECEMBER 31, 2001 69,895,580 3,557,503 8,023,695 (11,099,384) 481,814 Majority stockholder exercised options at $0.50 per share on January 22, 2002 476,190 238,095 - - 238,095 Net loss - 2002 - - - (111,872) (111,872) ---------- ---------- ---------- ------------- ----------- BALANCE - DECEMBER 31, 2002 70,371,770 3,795,598 8,023,695 (12,150,321) (331,028) Net loss for the period ended September 30, 2003 - - - (278,406) (278,406) ---------- ---------- ---------- ------------- ----------- BALANCE - SEPTEMBER 30, 2003 70,371,770 $3,795,598 $8,023,695 $(12,428,727) $ (609,434) ========== ========== ========== ============= =========== UNITREND, INC. FORM 10-QSB QUARTER ENDED SEPTEMBER 30, 2003 NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) BASIS OF PRESENTATION The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited condensed financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) that are, in the opinion of management, necessary to state fairly the results for the three and nine month periods ended September 30, 2003. The results for the three and nine month periods ended September 30, 2003 are not necessarily indicative of the results expected for the full fiscal year. NATURE AND SCOPE OF BUSINESS Unitrend, Inc. (the Company) a Nevada corporation as of January, 1999, formerly an Ohio corporation, is a development stage company formed to produce computer enclosures, power supplies and related products for a national market. The Company was incorporated on April 11, 1996 as Versa Case, Inc. On May 15, 1996, the Company changed its name to Unitrend, Inc. The Company's operations to date have consisted primarily of incidental sales of computer components while the company personnel have concentrated on the development of its products. To date, the Company has been issued seven United States patents with three patent applications pending. The VersaCase patent alone was valued at $9,478,000 by Robinwood Consulting, an independent firm experienced in the valuation of intellectual property. Generally accepted accounting principles do not allow us to record this valuation on the balance sheets, we can only account for the direct costs involved in obtaining a patent. We also have six registered trademarks and service marks. As of September 30, 2003, expenses incurred have been primarily for administrative support, tooling and product development of the enclosures, power supplies and wire management systems that will ultimately be sold, which has resulted in an accumulated deficit in the development stage of approximately $12,429,000. On April 16, 1998, the Company formed Osborne Manufacturing, Inc. (OMI) to produce the Company's products. In 2002, OMI was dissolved because management determined that it could save time and money by entering into a contract with New Product Innovations, Inc. (NPI) to provide turnkey manufacturing of its product line. NPI is a joint venture between General Electric (GE) and Fitch, Inc. NPI along with Fitch will complete product development, obtain agency approvals, engage in product positioning and manufacturing development. The Company merged with Server Systems Technology, Inc. (SSTI) effective December 15, 1998. SSTI was the predecessor to the Company and was formed September 27, 1994. It owns several patents that are key to the Company's products, but otherwise has ceased its development stage operations when the Company was formed in April, 1996. SSTI is a related party to the Company since the two entities have common stockholders. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. RELATED PARTY PAYABLE There were unsecured notes payable to the President/majority stockholder, which accrue interest at prime on the first business day of the year, payable in ten equal installments after the Company is profitable for one year. As of September 30, 2003 and December 31, 2002, the outstanding balances of the notes payable to the President/majority stockholder were $297,723 and $99,145, respectively. On March 31, 2000, our President/majority stockholder forgave loans to the Company of $2,171,854 and accrued interest of $69,942. The forgiveness was accounted for as an addition to contributed capital. NEW ACCOUNTING PRONOUNCEMENT None Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - THIRD QUARTER OF 2003 COMPARED TO THIRD QUARTER OF 2002 The Company did not have revenues during the quarter ended September 30, 2003 or during the quarter ended September 30, 2002. In the fourth quarter 2003, we have begun to produce and sell the Cablety wire management system and anticipate not being classified as a development stage enterprise. We had an operating loss of $95,798 during the quarter ended September 30, 2003 as compared to an operating loss of $50,800 during the quarter ended September 30, 2002, an increase of 89%. As discussed below, the operating loss grew due to increases in research and development expenses and selling, general and administrative expenses. The Company had $12,258 in research and development expenses during the three months ended September 30, 2003 as compared to zero for the three months ended September 30, 2002. We believe that research and development expenses will increase as we go forward due to a contract entered into with NPI to provide turnkey manufacturing of our product line. NPI along with Fitch, Inc. will complete product development, obtain agency approvals, engage in product positioning and manufacturing development. We anticipate this spending to continue to increase as we produce the Cablety, our first product that has now been made available to the market in the fourth quarter of 2003 and for the final product development and production of the Stable power supply and VersaCase. There was an increase of $31,556 spent on tooling in the three months ended September 30, 2003 as compared to zero spent in the three months ended September 30, 2002. The increase is due to the launch of the primary tool used for the production of the Cablety wire management system. We anticipate that there will be an increase in tooling costs as we move forward with the production phase of our products. Selling, general and administrative expenses increased to $83,540 during the quarter ended September 30, 2003 as compared to $50,800 for the quarter ended September 30, 2002, an increase of 64%. This change was due primarily to an increase in payroll expense and professional fees of approximately $45,500 and $12,800 incurred during the quarter ended September 30, 2003 as compared to the quarter ended September 30, 2002. The Company did not incur any other significant increases during the quarter ended September 30, 2003 as compared to the quarter ended September 30, 2002. The Company experienced decreases in consulting expense and telephone expense that were approximately $25,000 and $880, respectively as the Company continued its efforts to cut costs to decrease the Company's need for cash. During the quarters ended September 30, 2003 and September 30, 2002 there were no stock options granted under our 1999 Stock Option Plan. RESULTS OF OPERATIONS FIRST NINE MONTHS OF 2003 COMPARED TO FIRST NINE MONTHS OF 2002 The Company did not have revenues during the nine months ended September 30, 2003 or during the nine months ended September 30, 2002. In the fourth quarter 2003, we have begun to produce and sell the Cablety wire management system and anticipate not being classified as a development stage enterprise. We had an operating loss of $249,466 during the nine months ended September 30, 2003 as compared to an operating loss of $151,905 during the nine months ended September 30, 2002, an increase of 64%. As discussed below, this operating loss increased due to increases in research and development expenses and selling, general and administrative expenses. The Company had $36,258 in research and development expenses during the nine months ended September 30, 2003 as compared to zero for the nine months ended September 30, 2002. We believe that research and development expenses will increase as we go forward due to the contract entered into with NPI to provide turnkey manufacturing of our product line. NPI along with Fitch, Inc. will complete product development, obtain agency approvals, engage in product positioning and manufacturing development. We anticipate this spending to continue to increase as we produce the Cablety, our first product that has now been made available to the market in the fourth quarter of 2003 and for the final product development and production of the Stable power supply and VersaCase. There was an increase of $31,556 spent on tooling in the nine months ended September 30, 2003 as compared to zero spent in the nine months ended September 30, 2002. The increase is due to the launch of the primary tool used for the production of the Cablety wire management system. We anticipate that there will be an increase in tooling costs as we move forward with the production phase of our products. Selling, general and administrative expenses increased to $213,208 during the nine months ended September 30, 2003 as compared to $151,905 during the nine months ended September 30, 2002, an increase of 40%. This change was due primarily to an increase in payroll expense of approximately $130,400 during the nine months ended September 30, 2003 as compared to the same time period in 2002. The Company did not incur any other significant increases during the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Significant decreases in consulting expense, insurance expense, telephone expense and contract labor were approximately $40,000, $4,900, $3,400 and $2,200, respectively as the Company continued its efforts to cut costs to decrease the Company's need for cash. There were no stock options granted to non-employees during the nine months ended September 30, 2003 or during the nine months ended September 30, 2002 under our 1999 Stock Option Plan. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations since inception primarily through public and private sales of equity securities, as well as through loans from its President/majority stockholder, Conrad A.H. Jelinger. As of September 30, 2003, the Company's cash totaled $646. Loans from the Mr. Jelinger during the nine months ended September 30, 2003 totaled $198,577. Accounts payable increased to $646,260 for the nine months ended September 30, 2003 compared to $624,954 at year end December 31, 2002. Primary uses of cash for the nine months ended September 30, 2003 included $145,277 for the Company's operations and working capital requirements. For the nine months ended September 30, 2003, primary uses of cash for the Company's investing requirements totaled $31,556 due to the purchase of the tool used in the production of the Cablety wire management system. Our future capital requirements will depend upon numerous factors, including the amount of revenues generated from operations, the cost of our sales and marketing activities and the progress of our research and development activities, none of which can be predicted with certainty. In December, 2000, the company filed an SB-2 registration statement with the Securities and Exchange Commission to register 4,000,000 shares of common stock, at $10.00 per share in a "Best Efforts" offering. The filing was declared effective on December 28, 2000. The purpose of the offering was to raise sufficient funds to enable the company to commence manufacturing of its products. Ultimately, the company did not receive sufficient subscriptions to enable to commence manufacturing operations and the offering terminated with all funds returned to subscribers. Currently, the company plans to raise sufficient funds through the advancement of monies by its founder. While funds advanced and raised from the founder may enable the company to continue product development and commence out-source manufacturing, we cannot be certain that the founder will continue to fund our capital needs. Consequently, the Company may seek investments from outside sources during the next 24 months. There can be no assurance that any additional financing will be available on acceptable terms, if required. Moreover, if additional financing is not available, we could be required to reduce or suspend our operations, seek an acquisition partner or sell securities on terms that may be highly dilutive or otherwise disadvantageous to existing investors, or investors purchasing stock offered in the anticipated secondary offering. In the event that neither of the capital-raising mechanisms described above result in timely usable proceeds to the Company, we may have a serious shortfall of working capital. We have experienced in the past, and may continue to experience, operational difficulties and delays in product development due to working capital constraints. Any such difficulties or delays could have a material adverse effect on our business, financial condition and results of operations. OUTLOOK The outlook section contains a number of forward-looking statements, all of which are based on current expectations. Actual results may differ materially. Our growth strategy is built around five imperatives: maintaining technology leadership; increasing market share; acquiring other business entities; leveraging strategic relationships; and the recruiting and retaining of key personnel. MAINTAINING TECHNOLOGY LEADERSHIP. The cutting edge of our effort to achieve technological leadership is to establish a standard for open architecture and modularity in the computer enclosure industry. Other components, accessories, and products are in various stages of development. They will be supported by an aggressive research and development budget. INCREASING MARKET SHARE. Our entry into the market is estimated at a modest level to allow us to grow at a reasonable pace. However, we make no representations or guarantees that we will be able to manage the growth of our business. Once VersaCase is introduced, we expect that there will be significant interest across a number of market segments. The VersaCase is unparalleled in its versatile application as a PC or server enclosure. The ease of access and scalability will provide numerous benefits to routine and mission-critical users that will propel and increase market share. ACQUIRING OTHER BUSINESS ENTITIES. In order to expand our technological and market capabilities, we may consider the pursuit of other companies. Such acquisitions may include core and non-core entities. A core entity may be a research and development group, and a non-core firm could be one that might enhance our production process. LEVERAGING STRATEGIC RELATIONSHIPS. We intend to leverage our relationship with companies that complement our mission. For instance, the uniqueness of VersaCase technology will create opportunities for us to establish strong relationships with key distributors. These distributors will be able to offer their clients a product that is very competitive and distinctive. We have been approached by distributors to consider a channel relationship or exclusive position with them. While we must maintain a broader market focus, we may selectively enter into agreements that would enhance market credibility and penetration. RECRUITING AND RETAINING OF KEY PERSONNEL. An entrepreneurial spirit that was based in creativity, risk and reward drove the birth of this company. We intend to maintain this quality by offering competitive salary and incentive compensation. Our overriding human resources philosophy is to build a corporate culture that supports the success of each employee, as well as the company. Part II.	Other Information Item 1.	Legal Proceedings None Item 2. Changes In Securities And Use Of Proceeds None Item 3. Defaults Upon Senior Securities None Item 4. Submission Of Matters To A Vote Of Security Holders Not Applicable Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits 99. Additional Exhibits Exhibit 99.1 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 (b) Reports on form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Unitrend, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNITREND, INC. Dated: November 10, 2003 By: /S/ CONRAD A.H. JELINGER _________________________ Conrad A.H. Jelinger Chief Executive Officer, Interim Chief Financial Officer and President